-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QHiGd+WF8rZ3y3pQifYFOGbAQFdg8pg6KHOpOLTNIJHc87oppAiezayg5LThEQG2 bLjI5MPrsCbhU7ouKUEGZg== 0001172661-09-000332.txt : 20090217 0001172661-09-000332.hdr.sgml : 20090216 20090217105730 ACCESSION NUMBER: 0001172661-09-000332 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Pzena Investment Management, Inc. CENTRAL INDEX KEY: 0001399249 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 208999751 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83243 FILM NUMBER: 09608360 BUSINESS ADDRESS: STREET 1: 120 WEST 45TH STREET STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-355-1600 MAIL ADDRESS: STREET 1: 120 WEST 45TH STREET STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Brahman Capital Corp. CENTRAL INDEX KEY: 0001014894 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 655 THIRD AVENUE STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 681-9797 MAIL ADDRESS: STREET 1: 655 THIRD AVENUE STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: BRAHMAN CAPITAL CORP DATE OF NAME CHANGE: 19990325 SC 13G/A 1 pzn0209a2.txt SCHEDULE 13G HOLDINGS REPORT AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Amendment No. 2 Pzena Investment Management Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 74731Q103 (CUSIP Number) December 31, 2008 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 74731Q103 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Brahman Capital Corp. 2. Check the Appropriate Box if a Member Of a Group (See Instructions) [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 0 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 0 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 0.00% 12. Type of Reporting Person (See Instructions) CO CUSIP No. 74731Q103 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Brahman Management, L.L.C. 2. Check the Appropriate Box if a Member of a Group (See Instructions) [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 0 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 0 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 0.00% 12. Type of Reporting Person (See Instructions) OO CUSIP No. 74731Q103 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Peter A. Hochfelder 2. Check the Appropriate Box if a Member of a Group (See Instructions) [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 0 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 0 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 0.00% 12. Type of Reporting Person (See Instructions) IN CUSIP No. 74731Q103 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Robert J. Sobel 2. Check the Appropriate Box if a Member of a Group (See Instructions) [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 0 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 0 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 0.00% 12. Type of Reporting Person (See Instructions) IN CUSIP No. 74731Q103 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Mitchell A. Kuflik 2. Check the Appropriate Box if a Member of a Group (See Instructions) [X] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 0 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 0 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (9) 0.00% 12. Type of Reporting Person (See Instructions) IN Item 1. (a) Issuer: Pzena Investment Management Inc. Address: 120 West 45th Street 20th Floor New York, New York 10036 Item 2. (a) Name of Person Filing: Brahman Capital Corp. Brahman Management, L.L.C. Peter A. Hochfelder Robert J. Sobel Mitchell A. Kuflik (b) Address of Principal Business Offices: 655 Third Avenue 11th Floor New York, New York 10017 (c) Citizenship: Please refer to Item 4 on each cover sheet for each filing person (d) Title of Class of Securities Common Stock (e) CUSIP Number: 74731Q103 Item 3. Not Applicable Item 4. Ownership Please see Items 5 - 9 and 11 on each cover sheet for each filing separately Item 5. Ownership of Five Percent or Less of a Class X Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable Item 8. Identification and Classification of Members of the Group Please see Joint Filing Statement Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 17, 2009 Brahman Capital Corp. By: /s/ Peter A. Hochfelder -------------------------- Name: Peter A. Hochfelder Title: President Brahman Management, L.L.C. By: /s/ Peter A. Hochfelder -------------------------- Name: Peter A. Hochfelder Title: Managing Member By: /s/ Peter A. Hochfelder -------------------------- Name: Peter A. Hochfelder By: /s/ Robert J. Sobel -------------------------- Name: Robert J. Sobel By: /s/ Mitchell A. Kuflik -------------------------- Name: Mitchell A. Kuflik JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on this Schedule 13G/A, dated February 17, 2009, (the "Schedule 13G/A"), with respect to the Class A Common Stock, par value $0.01 per share, of Pzena Investment Management Inc. is filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to this Schedule 13G/A. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G/A, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 17th day of February, 2009. Brahman Capital Corp. By: /s/ Peter A. Hochfelder -------------------------- Name: Peter A. Hochfelder Title: President Brahman Management, L.L.C. By: /s/ Peter A. Hochfelder -------------------------- Name: Peter A. Hochfelder Title: Managing Member By: /s/ Peter A. Hochfelder -------------------------- Name: Peter A. Hochfelder By: /s/ Robert J. Sobel -------------------------- Name: Robert J. Sobel By: /s/ Mitchell A. Kuflik -------------------------- Name: Mitchell A. Kuflik -----END PRIVACY-ENHANCED MESSAGE-----